Fifth Grade and Zack by Sean M. After months of jacking off, I soon grew tired of doing it every morning, noon and night. I wanted the real thing. All the girls in school were beginning to grow breasts and starting to talk about boys. I found myself curious about boys as well but had always been brought up that it was wrong. I couldn't hide my feelings and like girls, just because that was the "right" thing to do. The first time I remember looking at another boy was when we were at recess. His name was Zack, which was short for Zachery. He was one of the rich kids in school and always had the most expensive toys that nobody else had. He always wore freshly starched Polo shirts and rode to school in a BMW. All the kids in school envied Zack for all his money. I envied him cause all of the girls liked him. I wanted to be his best friend. I can still remember the day we all were playing Red Rover. It's the game where one team stands in a line holding hands and faces the opposing team holding hands. Then one team shouts, "Red Rover, Red Rover send so and so over!!!" Then that person from the other team runs and tries to break through the hands of the other team. Real stupid game. Anyway, we all lined up on our team. Zack was on my team. I shuffled around trying to stand next to him so I could hold his hand. "Yes!", I thought to myself. It worked out. I was standing to his left and my right hand, the one that I beat off with, was tightly holding his left hand. I felt my dick grow the second we held hands. Needless to say, Zack was cute. He had short curly brown hair and eyes that made him look like he was always squinting, almost oriental. He had clear olive skin. The kids in school used to tell him he had mannequin skin. Shit, to me, he was perfect. So the game was still going on. It was our time to call out someone's name from the other team. For some stupid reason, we called on Stan. Stan was the biggest kid in our class and he was heading towards Zack and me. We squeezed each others hands tightly as Stan approached. Then Stan bulldozed our arms. We managed to hold him but the two people on both sides of us let go. Stan plowed us down to the ground leaving us in a heap of mangled bodies. We were still holding hands even though they were flattened underneath Stan's weight. We both were screaming and laughing at the same time. I looked over Stan at Zack. His shirt was pushed up exposing his chest. I was mesmerized at this sight. It was very well developed for a fifth grader. I'd never seen any other guy around our age group that had a body like this. His skin was as smooth as glass and blemish free. His belly button was just a tiny indention. I remember studying his body trying to memorize every detail. The skin seemed so thin. It looked as if you could pinch some of it between you fingers, hold it up to a light and read a newspaper through it. Every muscle was defined as he struggled to get free from Stan. I can recall looking at his dark nickle sized nipples. They were mostly flat and barely protruded out in the middle. I decided then and there that I was definitely going to become best friends with him. Throughout the course of the next few weeks, I'd lay in bed and beat off thinking about Zack. I'd imagine him spending the night and us sleeping together. I'd sneak my hand under the sheets and play with his dick. I never tried to imagine what it looked like, though. I only dreamed of sleeping next to him. I think I may have imagined what it'd be like to show him my dick but that was about it. Then one day in school, Stan and some of his gang of friends had Zack cornered in the hallway. I heard them saying they were going to beat him up if he didn't give them his lunch money. I felt like it was my chance to save him. I was kind of friends with Stan. Our parents were friends and he couldn't do anything to me without getting in trouble with his parents. Getting him out of this situation would surely make him my friend. I walked over grabbed Zack by his shirt and pulled him away from the rest of this motley crew that was probably about to beat the shit out of him. We walked down the hall and never looked back. It was easier than I thought. I didn't even have to say a word or fight. I'd gotten in a fight with Stan before and won after kicking him in the nads. Of course, I got in trouble when My parents heard about it but it let him know I wasn't going to put up with his shit. Cowards way out? I don't think so. More like, If I hadn't, I'd gotten the shit beat out of me. Weeks passed and my efforts had worked. Zack and I were best friends. I got a note from him in class asking me to ask my parents if it were okay to spend the night with him. I was smiling inside. I wrote him back, "Okay, I'm sure they'll say yes". I passed the note back to him and he scribbled on it and sent it back one last time. "Friday night okay?" "Do you know where I live?" I looked up at him and nodded my head, then tucked the note into my pocket. I still have that note somewhere. I found it not too long ago in a box of notes and letters that I've kept over the years. I got home that afternoon and waited for my Mom to get home. She wasn't out of her car good before I asked her if I could spend the night at Zack's house. She had no problem with it. I was now anxiously waiting Friday night. Friday rolled around and school was almost out. I stared at the clock in my sixth period class waiting for the bell to ring. Finally, it did. I darted out the doors of the school and searched for Zack. He was at the bike rack opening his combination lock. "What time tonight?" I asked. "I don't care. Whenever you want. You can come over now if you can". I told him I'd have to go home first and get some clothes but it wouldn't take that long. He said he'd see me there as soon as I got there. I sprinted home. Threw a change of underwear, a shirt, a pair of socks and a pair of shorts into a grocery sack. I rushed out of the house after leaving a note for my Mom reminding her of where I was. I was in and out of the house in less than five minutes. I got on my bike and rode to Zack's house. It was a huge house with 3 levels. I entered the opened wrought iron fence to the driveway and pedalled up towards the house. Zack met me at the door. He was eating an apple and was standing bare- foot at the entrance. He was wearing a pair of shorts and a Polo t-shirt. He told me to put my bike up against the garage wall and come inside. The kitchen was huge, about three times the size of mine. It was all natural wood cabinets and had white counter tops covered with almost every kind of appliance imaginable. As I followed him towards the stairway, we passed through the living room. This room was honest to god, about the same size as my entire house. I couldn't believe it. We talked on the way up the stairs. "Where are your folks?" I asked. "Oh, they're at our river house for the weekend". "So what are we gonna do tonight?" I asked. "Well, my parents left me some money to order a pizza so I guess we'll order a pizza. What do you like on yours?" I said sausage and canadian bacon. It was his favorite too. I couldn't believe his parents trusted him enough to let him stay at home by himself. Shit, we were only nine years old. We went on into his room. The walls were covered with movie posters and he had huge airplane models hanging from his ceiling. There was a killer Yamaha stereo system in his entertainment center and on top of that was a big screen T.V. He turned his T.V and VCR on to MTV and we sat and talked with videos playing in the background. Now that I think about it, there wasn't a whole hell of a lot to talk about. Mainly school, videos and movies. I still remember the video of Prince's "When Doves Cry" playing. Every time I hear it today, it reminds me of Zack. We ordered the pizza. It arrived about thirty minutes later and we both wolfed it down like we hadn't eaten in days. Together, we both drank an entire two liter bottle of Pepsi. Around eight o'clock Zack asked me if I wanted to watch a video. Zack went to the wall of cabinets that surrounded his huge entertainment center and opened a door. The shelves were crammed with videos. There were about six cabinet doors full of videos. Zack began naming off some of the movies. We decided to watch Raiders of the Lost Ark. The movie started and we sat on the floor watching it. My mind wandered off during the movie and I'd look at Zack and think about him naked. He was too busy watching the movie to notice that I was staring at him and touching my hard-on. The movie was half way over and Zack said he was tired and wanted to go to bed. I had lost interest in the movie so going to bed was fine with me. I was used to staying up late on Friday and Saturday night but I was anxious to get to bed. I was determined to do something with him. It was around 10:30 p.m. and Zack had turned the T.V. off. Zack was heading for the bathroom to pee when I heard a noise downstairs. I whispered for Zack. "Zack? Did you hear that?" Zack said, "Yeah, it's just Linda turning on the alarm." "Who the heck is Linda?" I asked, speaking in my normal tone of voice again. "She's our maid". This all made more sense. I knew it was strange that I always had to stay with relatives if my parents were out of town and Zack could stay at home by himself. We went to the bathroom one at a time. Zack went first as I stood next to the closed door of his bathroom. I could hear his piss hitting the water in the toilet. I began wondering what I was going to sleep in. I normally slept in my underwear but was worried that Zack may have slept in pajamas. I backed away from the door and asked Zack what he was going to sleep in. "Probably my underwear, why?" Zack said as he walked out of the bathroom. "I was just wondering", I said, strolling into the bathroom. The toilet was still flushing as I walked over to the toilet, smiling. I was excited about getting the chance to see him in his underwear. By the time I finished peeing, the water was all sudsy from my piss. I shook off my dick and noticed a slight drop of clear slippery stuff on the tip of my dick. I guess it was from my series of hard-ons I'd gotten during the movie. I wiped it off and flushed the toilet. I flipped off the light and headed back into Zack's room. I looked over at his bed and watched as Zack was pulling down the covers. His back was to me and all I could see was him bent over the bed displaying his butt in his underwear. The long strands of muscles in his arching back tensed and wiggled as he positioned the pillows across the head of the bed. My heart jumped into my throat and I took a deep breath. I was taking all of this in and enjoying every minute of it. Zack turned around and said, "dang, your loud when you pee". I was embarrassed that he had heard me. "Well I could hear you peeing too". I said, defensively. Zack looked down towards his dick, grabbed the mound of cotton covered flesh and said, "Well, when your thing is as big as mine, you can't help it". I couldn't believe what I was seeing and hearing. This was the first time I'd ever heard Zack say something about his dick. We'd talked about girls before, but never about sex. I was speechless. I walked over to the recliner that was sitting in the corner of his room. I slipped my shoes off and then unbuttoned my jeans, dropping them onto the floor. I pulled my shirt off over my head and turned just in time to see Zack looking away. He had been looking at me. Things were turning out fine. Zack crawled into bed and was lying in the center spread eagle. I just stood there with my hands together in front of my crotch. "Where am I gonna sleep?" I broken heartedly asked. Zack looked down at my feet and said, "In your socks." He began laughing as he moved over in the bed to his right. I quietly breathed a sigh of relief, pulled my socks off and stepped to the side of the bed. I stretched, attempting to flex any muscle I had back then and then rubbed my eyes. Again, when I opened my eyes, he was looking at me. His eyes were fixed on my underwear. I looked down and said, "What." "You've got a wet spot on your underwear". Zack said, pointing at my dick. I know I must have turned ten shades of red. "Well what are you doing looking?" I said, in an attempt to embarrass him back. Zack said, "I couldn't help but notice. Your underwear looks like girl panties". I was wearing an old pair of briefs that were a little too small and they hugged my body tightly. I looked down at the mound under the covers where his crotch was. "Well you've got a hard on from looking". Zack quickly bent his legs up, creating a tent with his knees to hide his arousal. "So, it always gets like that before I go to sleep", Zack said. "I have one when I wake up but that's only because I have to pee". I said, as I pulled back the covers and crawled into the bed. Zack reached over and turned off the light. We laid there quietly. I didn't want our conversation to stop so I started laughing and singing, "Zack's got a hard on, Zack's got a hard on". Zack climbed over on top of me and began tickling me. I hate being tickled. I was yelling and trying to tickle him back. He wasn't ticklish at all. My only other defense was also my only desire for this whole night. I reached down in the darkness of the sheets and blindly grabbed at his dick. First try...right on the spot. His penis was as hard as a rock. It was bigger than it appeared before, when I saw it beneath the covers. He was liking it. His tickling decreased to only using one hand. His other hand grabbed my bulge that was as painfully as hard as it could get. When his fingers wrapped around my boner, I felt an orgasmic wave of pleasure surge through my hips. My heart was racing from a mixture of the wrestling and the lust. I squeezed his slender dick slowly down the shaft. My free hand was holding him up, beneath his arm pit trying to push his tickling arm away. His hand on my ribcage froze as he relaxed to enjoy the feeling on his crotch. The tickling had stopped. He sat there on my thighs in a daze. Our hands were still squeezing their newly found treasures. The only sound in the room was our breathing. As I worked my fingers down to the base of his skinny dick, my little finger managed to slip into the leg opening of his briefs. I magically snaked my hand into his underwear. The heat from the bare flesh of his meat warmed my fingers. I could feel every fine detail of his dick. From the indention around the head to the hot swollen canal on the underside. I suddenly felt his hand move and slide into the waistband of my underwear. His cool fingers located my dick, then closed around it. We both had a firm grip each other's rods. This went on for about five to ten minutes. (but who was keeping track of time?) Our eyes had adjusted to the darkness. I could actually see his face as I kneaded his dick. Our eyes were staring directly into the other's. We had the same expression, mouth halfway open, eyes wide, and a slight grin. Zack was still massaging my dick when he broke the silence, "You ever do this by yourself?" "Do you?", I asked, trying to cover myself in case this was a trick question. "Yeah, sometimes. How 'bout you?" Zack answered, breathing heavily between sentences. I was now clear to answer truthfully, "Well...yeah...all the time". "How often is all the time?" Zack asked, as he slowly relaxed his fingers from my dick. "Usually, once in the morning and once at night". I proudly answered. "Me too". Zack's hand began rubbing up and down my penis as if to jack me off. I returned the favor and began sliding my hand back and forth from the base to the tip. The speed increased as we talked. "You ever have stuff come out of yours?" I asked, hoping he had. "Yeah, that's when it feels the best. You?" "That's the only reason I do it." I said, moving my other hand down the arm that was grasping my stick. I grabbed his hand and repositioned it on my balls. His fingers carefully stroked my scrotum, moving my balls around in their sack. I then reached down and began fondling his nuts. His sack was tiny and his balls were tightly drawn up to his body. Zack moved over on to the bed next to me. I had moved back up to his dick and was playing with it. His hand left my dick, as I felt him slide his underwear off. His legs kicked, pushing his underwear down to the foot of the mattress. I followed the leader and did the same. We were both lying there naked, stroking each other's dicks. It was kind of awkward because our bodies were about a foot apart. As if we'd said, "One, Two, Three, GO!" we both moved towards each other in the bed. Our nude bodies were closely pressed together. He was so soft and warm. I relaxed and continued to jack him off slowly. Soon, Zack rose up in the bed and leaned over my stomach. He got a better hold of my dick and began jacking me off as fast as he could. I had already tensed up my leg muscles and was very close to cumming, when he stopped. I could feel precum oozing out of my dick. I hesitantly opened my eyes to see if it had grossed him out. Just as my eyes focused on his face, I noticed he had his hand up to his mouth. I heard a slurp. He was sucking the clear gooey liquid off his fingers. I was shocked. I couldn't say anything. I'd tasted my own before and over the past few weeks had thought about wanting to taste his. He tightly held the shaft of my dick and milk it upwards toward the end. I could feel gobs of precum pouring out of my slit, covering his hand. After several unsuccessful attempt to milk more precum out of me, he laid back down at my side. I could feel Zack's heart beating through the mattress. I wondered how far he'd go. I bent up and over to his crotch. He was still managing to pound away at my dick. I began to milk him to see if he was precumming. I clutched the base of his dick and pulled it to the head. Nothing came out. I tried again, this time starting further down to the base. As I reached the head, my hand was suddenly flooded with his slippery liquid. I took this opportunity to go all the way. I didn't want to lick it off my hand. I wanted to put his dick in my mouth and I felt this was my only chance. I lowered my face down to my hand that was positioned at the end of his dick. I wanted to make him think I was going to eat some off MY hand. Instead, I stroked his dick down to the base and closed my lips around his dick...about half way down. Zack inhaled deeply, making a moaning noise in his throat. His hips rose off the bed to meet my mouth. I slowly licked his piss slit where strings of precum were pouring from. It tasted different from mine. His was better. I couldn't get enough. I slowly increased my suction to pull out what precum was left in his shaft. While sucking, I would use my tongue to press on his cum channel. "Sean?...Sean?...You'd better stop...I'm serious...I'm about to..." Zack's dick began to convulse and swell. My mouth was spilling over with his cum. The high pitched screams within his throat sounded great. I kept my lips closed as tightly as I could to avoid dripping his cum onto his belly. I swirled my tongue around his dick. I could taste the globs of his jism as it floated around the spit in my mouth. My mouth was watering and my cheeks were about to explode. I wanted more. I accidentally swallowed the secretion that had moved to the back of my throat. I could really taste him now. I began to beat my own meat. He stood up, keeping his dick in my mouth and we were soon in a 69 position. I could smell his balls better and I'd begun to swallow another tablespoon full of his seed. I felt myself on the brink of ejacutating. I started moaning as the waves of pleasure flowed through my nads. The first stream of cum landed on my chest. The second landed in Zack's mouth. I was still stroking my cock, hitting him in the chin with my fist while I came. His mouth was so warm. I ran my fingers through his curly hair as I heard a gulping sound in his throat. My cum hadn't even gotten out of my dick good before it was in his stomach. It was the best orgasm I'd ever had. Zack emptied the rest of my load by milking my shaft with his hand. He'd start way down near my balls and not give up until his fingers slid off the tip of my cock. I was empty. And there wasn't any clean up afterwards except the small amount that had hit me in the chest...and Zack used one of his socks to wipe it away. We soon found ourselves in the same position as we were when this all started...lying next to each other. Our legs were crossed over one another and we had our arms locked. I looked at the clock and it read, 11:45. We talked until we fell asleep. The last time I looked at the time, it was 3:25. Our conversation was pretty much based on what happened. I confessed that I'd wanted to do something with him ever since school started. I told him about the Red Rover game and how I wanted to stand next to him so I could hold his hand. He laughed and said, "no way, I thought it was too easy. I was trying to stand next to you too". I then told him my reasoning behind getting him out of the fight with Stan and his friends. He thanked me again and leaned over and kissed me on the lips. I was dazed. A few minutes later, I leaned over and returned the kiss. "No...,thank you". We slept in the same position all night. We were facing each other, hugging, and our legs were tangled up together. Zack was something else. The sun was blaring down through the windows. It was 11:30am and Zack was still sleeping. I laid there staring at his face and body. I knew that what had happened last night wasn't a dream. I could feel the end of my dick sticking to the sheets. Plus, we were both naked. He was so warm and pretty. I kissed him on the cheek. He opened his eyes and quickly moved back. He was startled. He then must have remembered last night cause he was soon back close to me giving me a bear hug. "Last night was fun". Zack said, in his sleepy morning voice. "What happened doesn't bother you?" I asked. "Heck No! I want to do it again". I smiled and stretched, rolling over to my back. We both were experiencing "morning boners". Almost in sync, we got out of bed and headed to the bathroom to pee. We staggered through the bathroom door. "I've never pissed with another guy looking before" Zack said, holding his hard on. I replied, "You've never done what we did last night either". Zack smiled and removed his hand, exposing his hard on. We both faced the toilet and bent at the waist to keep from peeing on the ceiling. As bad as we had to pee, nothing was happening. Zack suggested, "You go first". "No, you go first. It's your bathroom". I said. "Well you're the guest". I'd lost. My bladder was about to burst and I didn't care who went. Just as long as I could pee. Eventually a trickle appeared from the end of my dick and poured into the toilet. Then another and another. Finally, a steady stream began to flow. Zack released his pee and our streams began clashing in the bowl. We both started making noises like light sabers in Star Wars. Our streams were cutting on and off as we laughed. We soon finished and shook the drops off the each other's dicks. It was nice. Back in his bedroom, Zack began searching through the sheets, looking for his underwear. His butt was in plain view. I noticed he didn't have a tan line. He was tanned all over. His dark little ass was so cute. I walked over, reached between his legs, grabbed his balls and yelled. He jumped onto the bed and I jumped right in after him. My body was sliding over his and our dicks were having their own wrestling match. Within seconds, we had hard ons again and were repeating last night. This time it was daylight and we could see each other's bodies better. Zack reached up and pinched my nipple. It hurt, but in a good way. I pinched his. Then Zack started tickling me again. I managed to get my face up to his chest. I sucked his nipple as hard as I possibly could. He stopped tickling me. Zack was like a deer caught in the headlights. (No pun intended) His nipple got as hard as a rock. "Sean, that makes me feel funny. I can feel it in my dick". I stopped sucking. "Huh? How can you feel something in your dick by me just suckin' your titty?" "Let me try it on you". Zack said. He moved down and put his mouth on my nipple. His tongue was flicking it back and forth. "I don't feel anything". I really could but I didn't want him to stop. It felt great. Zack removed his mouth from my chest. "You really can't feel anything?" Zack asked. "No, I'm kidding. It feels weird. Keep on." I said. Zack resumed licking and sucking on my nip. I felt a tingling sensation in my dick. "This is too cool". I said, holding his head close to my body. "Do me now". I moved back down to his nipple and sucked it. I flicked my tongue over the BB sized bud. "Do the other one". Zack commanded. I moved over to his right nipple. Zack grunted and said, "I like this". We sucked each other's nipples until our jaws were tired. "Let's see who can beat off and cum first". Zack suggested. "I had much rather do what we did last night". I said. "We can do that again tonight or tomorrow. I just think it would be fun to have a race to see who can do it faster". I agreed then asked, "How do you want to do it?" Zack got off the bed and sat on the floor. "Come over here and face me." Zack was leaning against his bed. I moved his bean bag chair over in front of him and sat down. "You ready?" Zack asked. "Yeah, I guess". My dick had begun to get soft but was still half way hard. "GO!!" Zack yelled as he started pumping his dick. I instantly got a hardon from seeing his balls bounce up and down. I was in the race. Our hands were flying a hundred miles and hour up and down our dicks. I was staring at Zack's crotch, chest and face. Zack didn't take his eyes off my meat. I felt the first wave flood my groin. I was almost there. My legs were rigid and when I'd point my toes, I'd touch his inner thigh. He looked as though he could cum any second. I knew I had to get busy. I began thinking about last night and the way his cum tasted. I was only seconds away from winning, when the first burst of cum, shot out of his dick. It splattered across his tanned lean chest. The contrast of the white cum and his dark skin was beautiful. His second burst of cum erupted out of his dick along with the expression of pleasure on his face brought me to orgasm. As he was shooting his fourth stream of jism, I was shooting my first. I was giving my meat a workout as I stared at Zack's body. His balls were still bobbing up and down and he'd started milking his muscle for the final drops. I was about done too. I was exhausted. We sat on the floor awhile. Our coated chests and bellies were beginning to drip onto the floor. Zack stood up. His tiny belly button glistened in the light. I stood up too. We carefully walked into the bathroom trying to avoid getting any on the carpet. Zack bent over and turned on the water in the bathtub. I walked up from behind and leaned over him. Just at the perfect moment I hugged him as close and as tight as I could. His back slid around on my front. "Arrggghh!" Zack screamed. "You butthole!!" He was smiling with the look of "Yuck" on his face. He stepped into the tub and I followed. Before turning on the shower head, Zack stepped up to me and hugged me close, doing a little wiggle with his body. I did the same and soon we'd worked up this thick white lather. The bathroom was filled with the strong smell of cum. We stepped back and looked at each other. Our chests and stomachs looked like Stucko walls. We laughed and then began finger painting on each other. Zack reached down and turned on the shower. I saw him put his cum lathered fingers in his mouth for a quick taste. We washed the coat of cum off our torsos. After we finished, we got out dried off and dressed. We spent the rest of the day together. The next Monday at school, Zack and I would look at each other and smile. If anyone would have found out. It would've ruined us. We both agreed that it was our secret and promised never to tell anyone. We did stuff together up until we got into ninth grade. The last time I saw him he was married and had a kid. He looked at me while holding his son and smiled, followed by a wink. Something tells me he's still interested.